Corporate Organization; Liens, etc. (a) On each of the date hereof, the Effective Date, the Delivery Date and throughout the Term, Owner represents, undertakes and warrants that: (i) Owner is and shall remain a corporation duly organized and in good standing under the laws of its Country of Incorporation, duly qualified to do business in those jurisdictions where the nature of its activities or property requires such qualification and authorized to own (or, in case the Vessel is owned by Lessor pursuant to the terms of this Charter, to bareboat charter-in) the Vessel, and to perform its obligations under this Charter, (ii) Owner has taken all necessary corporate action to authorize the execution, delivery and performance of its obligations hereunder; (iii) Owner is and shall remain a corporation with no activities, assets or liabilities other than the Vessel and those relating to the Vessel; and (iv) Owner shall maintain accurate books and records reflecting its operations separately from the books and records of any other entity and shall maintain such books and records in English. (b) Owner undertakes that it has not and will not place, authorize or permit any mortgage, lien, or encumbrance on the Vessel or the Vessel’s earnings or insurances, other than Permitted Encumbrances, liens and encumbrances arising by operation of law (including those arising in favor of the crew or of routine suppliers to the Vessel). For this purpose, arrangements of a lease financing of the Vessel by which ownership of the Vessel is transferred to a Lessor shall constitute creation of a Permitted Encumbrance. Moreover, if any action is taken to enforce any mortgage, lien, maritime claim, claim, or encumbrance on the Vessel not created or arising by, through or under Charterer (whether a Permitted Encumbrance or not), Owner shall immediately notify Charterer thereof and take such steps as are necessary to prevent any such action from adversely affecting Charterer’s rights under this Charter. A “Permitted Encumbrance” for the purposes of this Charter means mortgages, liens, claims or encumbrances on the Vessel, her earnings or insurances or a lease financing as referred to above. In order that such mortgages, liens, claims or encumbrances and such lease financing may constitute Permitted Encumbrances, they must be the subject of a duly authorized, executed and delivered document in form and substance acceptable to Charterer (such acceptance not to be unreasonably withheld or delayed), (executed by Charterer, Owner and all relevant Owner Affiliates, Mortgagee and, if applicable, the Lessor) providing that, so long as the Charterer is performing its obligations under the Charter, the Mortgagee (and, if applicable, the Lessor) will not exercise their rights in such a way as to disturb Charterer’s use of the Vessel pursuant to this Charter, and otherwise addressing the rights, obligations and powers of the Charterer, Owner and all relevant Owner Affiliates, Lessor and Mortgagee. Charterer shall not withhold its acceptance of the terms of such document if such document contemplates that, in case of enforcement of rights under Permitted Encumbrances, transfer of ownership of the Vessel from (as applicable) Owner or Lessor to a third-party may occur provided that such third party: (i) undertakes on the same terms as Owner, all relevant Owner Affiliates, Lessor and Mortgagee not to exercise its rights so long as Charterer is performing its obligations under the Charter, and (ii) such third-party is either an Affiliate of Owner, Lessor, Mortgagee or a single-purpose subsidiary of a special-purpose trust created and at all times to be used only to own all shares of such third-party or a single-purpose subsidiary of another shipping company approved by Charterer (such approval not to be unreasonably withheld provided such alternative shipping company is suitably-qualified to own and operate LNG vessels and there are and are not likely to be any commercial or competitive reasons why Charterer may wish not to have dealings with it). (c) Owner undertakes not to change its Country of Incorporation, merge or otherwise combine with another entity or transfer its rights in the Vessel or all or substantially all of its assets to another entity without Charterer’s prior written consent. Each of the activities described in the preceding sentence shall be referred to as a “Reorganization.” In the event that Owner determines it would be in the interest of Owner and not detrimental to Charterer to undertake a Reorganization, Owner shall so notify Charterer and the parties shall consult in a good faith effort to agree on the Reorganization and the form it should take. All costs of any Reorganization shall be for the account of Owner. (d) On each of the date hereof, the Effective Date, the Delivery Date and throughout the Term, Charterer represents and warrants that: (i) subject to Charterer’s right under section 23.5 to assign this Charter, Charterer is a limited partnership duly organized and in good standing under the laws of the State of Texas, United States of America, duly qualified to do business in those jurisdictions where the nature of its activities or property requires such qualification and authorized to perform its obligations under this Charter, and Charterer has taken all necessary company action to authorize the execution, delivery and performance of its obligations hereunder; (ii) all filings, consents and approvals required for Charterer to perform its obligations hereunder have been obtained and true copies thereof have been delivered to Owner; and (iii) neither the execution, delivery nor performance of this Charter, nor the consummation of any action contemplated herein conflicts or will conflict with or results or will result in a breach of any provision of Charterer’s constitutive instruments or any law, judgment, order, decree, rule or regulation of any court, administrative agency or other instrumentality of any governmental authority or of any other agreement or instrument to which Charterer is a party, or constitutes or will constitute a default under any provision thereof.
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Samples: LNG Regassification Vessel Time Charter Party (Exmar Energy Partners LP), LNG Vessel Time Charter Party (Exmar Energy Partners LP)
Corporate Organization; Liens, etc. (a) On each of the date hereof, the Effective Date, the Delivery Date and throughout the Term, Owner represents, undertakes and warrants that:
(i) Owner is and shall remain a corporation duly organized and in good standing under the laws of its Country of IncorporationBelgium, duly qualified to do business in those jurisdictions where the nature of its activities or property requires such qualification and authorized to own (or, in case the Vessel is owned by Lessor pursuant to the terms of this Charter, to bareboat charter-in) the Vessel, and to perform its obligations under this Charter,
(ii) Owner has taken all necessary corporate action to authorize the execution, delivery and performance of its obligations hereunder;
(iii) Owner is and shall remain a corporation with no activities, assets or liabilities other than the Vessel and those relating to the Vessel; and
(iv) Owner shall maintain accurate books and records reflecting its operations separately from the books and records of any other entity and shall maintain such books and records in English.
(b) Owner undertakes that it has not and will not place, authorize or permit any mortgage, lien, or encumbrance on the Vessel or the Vessel’s earnings or insurances, other than Permitted Encumbrances, liens and encumbrances arising by operation of law (including those arising in favor favour of the crew or of routine suppliers to the Vessel). For this purpose, arrangements of a lease financing of the Vessel by which ownership of the Vessel is transferred to a Lessor shall constitute creation of a Permitted Encumbrance. Moreover, if any action is taken to enforce any mortgage, lien, maritime claim, claim, or encumbrance on the Vessel not created or arising by, through or under Charterer (whether a Permitted Encumbrance or not), Owner shall immediately notify Charterer thereof and take such steps as are necessary to prevent any such action from adversely affecting Charterer’s rights under this Charter. A “Permitted Encumbrance” for the purposes of this Charter means mortgages, liens, claims or encumbrances on the Vessel, her earnings or insurances or a lease financing as referred to above. In order that such mortgages, liens, claims or encumbrances and such lease financing may constitute Permitted Encumbrances, they must be the subject of a duly authorized, executed and delivered document in form and substance acceptable to Charterer (such acceptance not to be unreasonably withheld or delayed), (executed by Charterer, Owner and all relevant Owner Affiliates, Mortgagee and, if applicable, the Lessor) providing that, so long as the Charterer is performing its obligations under the Charter, the Mortgagee (and, if applicable, the Lessor) will not exercise their rights in such a way as to disturb Charterer’s use of the Vessel pursuant to this Charter, and otherwise addressing the rights, obligations and powers of the Charterer, Owner and all relevant Owner Affiliates, Lessor and Mortgagee. Charterer shall not withhold its acceptance of the terms of such document if such document contemplates that, in case of enforcement of rights under Permitted Encumbrances, transfer of ownership of the Vessel from (as applicable) Owner or Lessor to a third-party may occur provided that such third party:
(i) undertakes on the same terms as Owner, all relevant Owner Affiliates, Lessor and Mortgagee not to exercise its rights so long as Charterer is performing its obligations under the Charter, and
(ii) such third-party is either an Affiliate of Owner, Lessor, Mortgagee or a single-purpose subsidiary of a special-purpose trust created and at all times to be used only to own all shares of such third-party or a single-purpose subsidiary of another shipping company approved by Charterer (such approval not to be unreasonably withheld provided such alternative shipping company is suitably-qualified to own and operate LNG vessels and there are and are not likely to be any commercial or competitive reasons why Charterer may wish not to have dealings with it).
(c) Owner undertakes not to change its Country of Incorporation, merge or otherwise combine with another entity or transfer its rights in the Vessel or all or substantially all of its assets to another entity without Charterer’s prior written consent. Each of the activities described in the preceding sentence shall be referred to as a “Reorganization.” In the event that Owner determines it would be in the interest of Owner and not detrimental to Charterer to undertake a Reorganization, Owner shall so notify Charterer and the parties shall consult in a good faith effort to agree on the Reorganization and the form it should take. All costs of any Reorganization shall be for the account of Owner.
(d) On each of the date hereof, the Effective Date, the Delivery Date and throughout the Term, Charterer represents and warrants that:
(i) subject to Charterer’s right under section 23.5 to assign this Charter, Charterer is a limited partnership duly organized and in good standing under the laws of the State of Texas, United States of America, duly qualified to do business in those jurisdictions where the nature of its activities or property requires such qualification and authorized to perform its obligations under this Charter, and Charterer has taken all necessary company action to authorize the execution, delivery and performance of its obligations hereunder;
(ii) all filings, consents and approvals required for Charterer to perform its obligations hereunder have been obtained and true copies thereof have been delivered to Owner; and
(iii) neither the execution, delivery nor performance of this Charter, nor the consummation of any action contemplated herein conflicts or will conflict with or results or will result in a breach of any provision of Charterer’s constitutive instruments or any law, judgment, order, decree, rule or regulation of any court, administrative agency or other instrumentality of any governmental authority or of any other agreement or instrument to which Charterer is a party, or constitutes or will constitute a default under any provision thereof.
Appears in 2 contracts
Samples: LNG Regassification Vessel Time Charter Party (Exmar Energy Partners LP), LNG Regassification Vessel Time Charter Party (Exmar Energy Partners LP)
Corporate Organization; Liens, etc. (a) On each of the date hereof, the Effective Date, the Delivery Date and throughout the Term, Owner represents, undertakes and warrants that:
(i) Owner is and shall remain a corporation legal entity duly organized and in good standing under the laws of its Country country of Incorporationorganization, duly qualified to do business in those jurisdictions where the nature of its activities or property requires such qualification and authorized to own (or, in case the Vessel is owned by Lessor pursuant to the terms of this Charter, to bareboat charter-in) the Vessel, and to perform its obligations under this Charter,
(ii) , and Owner has taken all necessary corporate action to authorize the execution, delivery and performance of its obligations hereunder;
(iiiii) Owner is and shall remain a corporation legal entity with no activities, assets or liabilities other than the Vessel and each of the other SRVs under charter to, or to be chartered by, Charterer from Owner (the “SRV Fleet”) and those relating to the Vessel; andSRV Fleet;
(iviii) Owner shall maintain accurate books and records reflecting its operations separately from the books and records of any other entity and and, to the extent permitted by law, shall maintain such books and records in English.;
(biv) Owner undertakes that it has not and will not place, authorize suffer to exist or permit any mortgage, lien, or encumbrance on the Vessel or the Vessel’s earnings or insurances, Execution version re Hull 1689 other than Permitted Encumbrances, liens and encumbrances arising by operation of law (including those arising in favor of the crew or of routine suppliers to the Vessel). For this purpose, arrangements of a lease financing of the Vessel by which ownership of the Vessel is transferred to a Lessor shall constitute creation of a Permitted Encumbrance. Moreover, if any action is taken to enforce any mortgage, lien, maritime claim, claim, or encumbrance on the Vessel not created or arising by, through or under Charterer (whether a Permitted Encumbrance or not), Owner shall immediately notify Charterer thereof and take such steps as are necessary to prevent any such action from adversely affecting Charterer’s rights under this Charter. A “Permitted Encumbrance” for the purposes of this Charter means mortgages, liens, claims or encumbrances on the Vessel, her earnings or insurances or a lease financing as referred to above. In order that such mortgages, liens, claims or encumbrances and such lease financing may constitute Permitted Encumbrances, they must be the subject of a duly authorized, executed and delivered document in form and substance acceptable to Charterer (such acceptance not to be unreasonably withheld or delayed), (executed by Charterer, Owner and all relevant Owner Affiliates, Mortgagee and, if applicable, the Lessor) providing that, so long as the Charterer is performing its obligations under the Charter, the Mortgagee (and, if applicable, the Lessor) will not exercise their rights in such a way as to disturb Charterer’s use of the Vessel pursuant to this Charter, and otherwise addressing the rights, obligations and powers of the Charterer, Owner and all relevant Owner Affiliates, Lessor and Mortgagee. Charterer shall not withhold its acceptance of the terms of such document if such document contemplates that, in case of enforcement of rights under Permitted Encumbrances, transfer of ownership of the Vessel from (as applicable) Owner or Lessor to a third-party may occur provided that such third party:
(i) undertakes on the same terms as Owner, all relevant Owner Affiliates, Lessor and Mortgagee not to exercise its rights so long as Charterer is performing its obligations under the Charter, ; and
(iiv) such third-party is either an Affiliate of Ownersubject to Clause 21, Lessor, Mortgagee or a single-purpose subsidiary of a special-purpose trust created and at all times to be used only to own all shares of such third-party or a single-purpose subsidiary of another shipping company approved by Charterer (such approval Owner shall not to be unreasonably withheld provided such alternative shipping company is suitably-qualified to own and operate LNG vessels and there are and are not likely to be any commercial or competitive reasons why Charterer may wish not to have dealings with it).
(c) Owner undertakes not to change its Country country of Incorporationorganization, merge or otherwise combine with another entity or transfer its rights in the Vessel or all or substantially all of its assets to another entity without Charterer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Each of the activities described in the preceding sentence shall be referred to as a “Reorganization.” ”. In the event that Owner determines it would be in the interest of Owner and not detrimental to Charterer to undertake a Reorganization, Owner shall so notify Charterer and the parties shall consult in a good faith effort to agree on the Reorganization and the form it should take. All costs of any Reorganization shall be for the account of Owner.
(d) On each of the date hereof, the Effective Date, the Delivery Date and throughout the Term, Charterer represents and warrants that:
(i) subject to Charterer’s right under section 23.5 to assign this Charter, Charterer is a limited partnership duly organized and in good standing under the laws of the State of Texas, United States of America, duly qualified to do business in those jurisdictions where the nature of its activities or property requires such qualification and authorized to perform its obligations under this Charter, and Charterer has taken all necessary company action to authorize the execution, delivery and performance of its obligations hereunder;
(ii) all filings, consents and approvals required for Charterer to perform its obligations hereunder have been obtained and true copies thereof have been delivered to Owner; and
(iii) neither the execution, delivery nor performance of this Charter, nor the consummation of any action contemplated herein conflicts or will conflict with or results or will result in a breach of any provision of Charterer’s constitutive instruments or any law, judgment, order, decree, rule or regulation of any court, administrative agency or other instrumentality of any governmental authority or of any other agreement or instrument to which Charterer is a party, or constitutes or will constitute a default under any provision thereof.
Appears in 1 contract
Corporate Organization; Liens, etc. (a) On each of the date hereof, the Effective Date, the Delivery Date and throughout the Term, Owner represents, undertakes and warrants that:
(i) Owner is and shall remain a corporation legal entity duly organized and in good standing under the laws of its Country country of Incorporationorganization, duly qualified to do business in those jurisdictions where the nature of its activities or property requires such qualification and authorized to own (or, in case the Vessel is owned by Lessor pursuant to the terms of this Charter, to bareboat charter-in) the Vessel, and to perform its obligations under this Charter,
(ii) , and Owner has taken all necessary corporate action to authorize the execution, delivery and performance of its obligations Obligations hereunder;
(iiiii) Owner is and shall remain a corporation legal entity with no activities, assets or liabilities other than the Vessel and each of the other SRVs under charter to, or to be chartered by, Charterer from Owner (the “SRV Fleet”) and those relating to the Vessel; andSRV Fleet;
(iviii) Owner shall maintain accurate books and records reflecting its operations separately from the books and records of any other entity and and, to the extent permitted by law, shall maintain such books and records in English.;
(biv) Owner undertakes that it has not and will not place, authorize suffer to exist or permit any mortgage, lien, or encumbrance on the Vessel or the Vessel’s earnings or insurances, other than Permitted Encumbrances, liens and encumbrances arising by operation of law (including those arising in favor of the crew or of routine suppliers to the Vessel). For this purpose, arrangements of a lease financing of the Vessel by which ownership of the Vessel is transferred to a Lessor shall constitute creation of a Permitted Encumbrance. Moreover, if any action is taken to enforce any mortgage, lien, maritime claim, claim, or encumbrance on the Vessel not created or arising by, through or under Charterer (whether a Permitted Encumbrance or not), Owner shall immediately notify Charterer thereof and take such steps as are necessary to prevent any such action from adversely affecting Charterer’s rights under this Charter; and Execution version – Hull No. A “Permitted Encumbrance” for the purposes of this Charter means mortgages, liens, claims or encumbrances on the Vessel, her earnings or insurances or a lease financing as referred 1688 34
(v) subject to above. In order that such mortgages, liens, claims or encumbrances and such lease financing may constitute Permitted Encumbrances, they must be the subject of a duly authorized, executed and delivered document in form and substance acceptable to Charterer (such acceptance not to be unreasonably withheld or delayed), (executed by ChartererClause 21, Owner and all relevant Owner Affiliates, Mortgagee and, if applicable, the Lessor) providing that, so long as the Charterer is performing its obligations under the Charter, the Mortgagee (and, if applicable, the Lessor) will not exercise their rights in such a way as to disturb Charterer’s use of the Vessel pursuant to this Charter, and otherwise addressing the rights, obligations and powers of the Charterer, Owner and all relevant Owner Affiliates, Lessor and Mortgagee. Charterer shall not withhold its acceptance of the terms of such document if such document contemplates that, in case of enforcement of rights under Permitted Encumbrances, transfer of ownership of the Vessel from (as applicable) Owner or Lessor to a third-party may occur provided that such third party:
(i) undertakes on the same terms as Owner, all relevant Owner Affiliates, Lessor and Mortgagee not to exercise its rights so long as Charterer is performing its obligations under the Charter, and
(ii) such third-party is either an Affiliate of Owner, Lessor, Mortgagee or a single-purpose subsidiary of a special-purpose trust created and at all times to be used only to own all shares of such third-party or a single-purpose subsidiary of another shipping company approved by Charterer (such approval not to be unreasonably withheld provided such alternative shipping company is suitably-qualified to own and operate LNG vessels and there are and are not likely to be any commercial or competitive reasons why Charterer may wish not to have dealings with it).
(c) Owner undertakes not to change its Country country of Incorporationorganization, merge or otherwise combine with another entity or transfer its rights in the Vessel or all or substantially all of its assets to another entity without Charterer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Each of the activities described in the preceding sentence shall be referred to as a “Reorganization.” In the event that Owner determines it would be in the interest of Owner and not detrimental to Charterer to undertake a Reorganization, Owner shall so notify Charterer and the parties shall consult in a good faith effort to agree on the Reorganization and the form it should take. All costs of any Reorganization shall be for the account of Owner.
(d) On each of the date hereof, the Effective Date, the Delivery Date and throughout the Term, Charterer represents and warrants that:
(i) subject to Charterer’s right under section 23.5 to assign this Charter, Charterer is a limited partnership duly organized and in good standing under the laws of the State of Texas, United States of America, duly qualified to do business in those jurisdictions where the nature of its activities or property requires such qualification and authorized to perform its obligations under this Charter, and Charterer has taken all necessary company action to authorize the execution, delivery and performance of its obligations hereunder;
(ii) all filings, consents and approvals required for Charterer to perform its obligations hereunder have been obtained and true copies thereof have been delivered to Owner; and
(iii) neither the execution, delivery nor performance of this Charter, nor the consummation of any action contemplated herein conflicts or will conflict with or results or will result in a breach of any provision of Charterer’s constitutive instruments or any law, judgment, order, decree, rule or regulation of any court, administrative agency or other instrumentality of any governmental authority or of any other agreement or instrument to which Charterer is a party, or constitutes or will constitute a default under any provision thereof.
Appears in 1 contract